📘 COMPANY INCORPORATION (SDN BHD)
by Mercium Sdn Bhd
Professional Business Setup in Brunei Darussalam
1. Overview
A Sendirian Berhad (Sdn Bhd) is a Private Limited Company and the most widely used business structure in Brunei Darussalam. It offers limited liability protection, credibility, and flexibility for business growth.
Suitable for:
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Entrepreneurs establishing a formal business entity
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Foreign investors entering the Brunei market
2. Legal Requirements
To incorporate a Sdn Bhd under the Companies Act (Cap. 39), the following are required:
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Directors: Minimum two (2) directors
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Residency:
At least one director must be a Brunei Citizen or Permanent Resident
(If more than two directors are appointed, at least two must be residents) -
Shareholders: Minimum two (2) individuals or corporate entities
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Registered Office:
A valid address for official communication is required.
3. Scope of Services
We assist clients through the complete incorporation process, including:
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Company name availability checking
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Preparation of incorporation documents (Memorandum & Articles of Association)
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Preparation of statutory forms and director/shareholder consents
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Online filing with the Registrar of Companies via OCP
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Coordination with the Registrar of Companies
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Issuance of Certificate of Incorporation
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Initial corporate records and statutory setup
4. Incorporation Process
Initial Consultation
Review of proposed business activities and ownership structure
Name Availability Check
Verification of proposed company name availability
Document Preparation
Drafting of incorporation documents and statutory forms
Online Submission
Filing with the Registrar of Companies
Approval & Registration
Issuance of Digital Certificate of Incorporation
Post-Incorporation Support
Guidance on next steps such as banking and statutory registrations
5. Estimated Timeline
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Standard Incorporation: Approximately 14–21 working days
(Subject to regulatory approval and completeness of documents)
6. Documents Required
From Directors & Shareholders
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Local Director:
Copy of Identity Card (Yellow / Purple) -
Foreign Director / Shareholder:
Passport copy -
Proof of residential address
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Contact details (email and phone number)
Company Information
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Proposed company name(s)
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Description of intended business activities
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Proposed paid-up capital
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Shareholding structure
Frequently Asked Questions (FAQ)
Q1: What is a Sendirian Berhad (Sdn Bhd)?
A private limited company structure in Brunei that provides limited liability and a formal business framework.
Q2: How many directors are required?
A minimum of two (2) directors is required.
Q3: Is a local (resident) director mandatory?
Yes. At least one director must be a Brunei Citizen or Permanent Resident.
Q4: What is the minimum number of members (shareholders) required?
A minimum of two (2) members (shareholders) is required.
Q5: Is there a name application process?
No. There is no separate name application. Name availability is checked before filing.
Q6: How is the incorporation submitted?
All applications are filed with the Registrar of Companies
Q7: How long does the incorporation process take?
Approximately 14–21 working days, subject to approval and document completeness.
Q8: Is a registered address required?
Yes. A valid address for official communication is required.
Q9: What documents are required for directors and shareholders?
Local directors provide IC (Yellow / Purple); foreign directors and shareholders provide a passport copy.
Q10: Can incorporation be completed remotely?
Yes. The process can be completed without physical presence, subject to proper documentation.
Q11: When can the company start operating?
After the Certificate of Incorporation is issued.
Q12: Are additional business licenses required?
In most cases, no additional licensing is required. Requirements depend on the nature of the business activity.
Q13: Are there ongoing compliance requirements after incorporation?
Yes. Companies must comply with annual filings and statutory obligations.
Q14: Can company details be changed after incorporation?
Yes. Changes must be officially filed with the Registrar of Companies.
Q15: What happens if documents are incomplete or incorrect?
The application may be delayed or rejected until corrections are made.